UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

RMG Acquisition Corporation II

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G76083 115**

(CUSIP Number)

February 11, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

**	The Class A Ordinary Shares do not have a CUSIP number. The CUSIP number reported above is for the units which include the Class A Ordinary Shares.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1(a).

Name of Issuer:

RMG Acquisition Corporation II (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

50 West Street, Suite 40C

New York, New York 10006

Item 2(a).

Names of Persons Filing:

The name of the persons filing this report (the “Reporting Persons”) are:

(i)

Southpoint Master Fund, LP

(ii)

Southpoint Capital Advisors LP

(iii)

Southpoint Capital Advisors LLC

(iv)

Southpoint GP, LP

(v)

Southpoint GP, LLC

(vi)

John S. Clark II

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is:

1114 Avenue of the Americas, 22^nd Floor

New York, NY 10036

Item 2(c).

Citizenship:


Southpoint Master Fund, L.P.:		Cayman Islands

Southpoint Capital Advisors LP:		Delaware

Southpoint Capital Advisors LLC:		Delaware

Southpoint GP, LP:		Delaware

Southpoint GP, LLC:		Delaware

John S. Clark II:		United States

Item 2(d).

Title of Class of Securities:

Class A Ordinary Shares, par value $0.00001 per share

Item 2(e).

CUSIP Number:

G76083 115 (of the units which include the Class A Ordinary Share)

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 11, 2022


SOUTHPOINT MASTER FUND, LP By: Southpoint GP, LP, its General Partner By: Southpoint GP, LLC, its General Partner

By:		/s/ John S. Clark II
		John S. Clark II Managing Member

SOUTHPOINT CAPITAL ADVISORS LP By: Southpoint Capital Advisors LLC, its General Partner

By:		/s/ John S. Clark II
		John S. Clark II Managing Member

SOUTHPOINT CAPITAL ADVISORS LLC

By:		/s/ John S. Clark II
		John S. Clark II Managing Member

SOUTHPOINT GP, LP By: Southpoint GP, LLC, its General Partner

By:		/s/ John S. Clark II
		John S. Clark II Managing Member

SOUTHPOINT GP, LLC

By:		/s/ John S. Clark II
		John S. Clark II Managing Member

JOHN S. CLARK II

By:		/s/ John S. Clark II
		John S. Clark II, individually

NAMES OF REPORTING PERSONS

Southpoint Master Fund, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

RMG Acquisition Corp. II SC 13G/A